FORM 10-K (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38594 TILRAY BRANDS, INC. (Exact name of Registrant as specified in its Charter) Delaware 82-4310622 (State or other jurisdiction of incor ...

Tilray Brands, Inc. (NASDAQ:TLRY) Q4 2023 Earnings Call Transcript July 26, 2023 8:30 AM ET Company Participants Berrin Noorata - Chief Corporate Affairs Officer Irwin Simon - Chairman and Chief Executive Officer Carl Merton - Chief Financial Officer Blair MacNeil - President, Canada Denise Faltischek - Chief Strategy Officer, Head of International Conference Call Participants Vivien Azer - TD Cowen Andrew Carter - Stifel Owen Bennett - Jefferies Aaron Grey - Alliance Global Partners Nadine Sarwat - Bernste ...

Financial Data and Key Metrics Changes - For Q3 2023, net revenue increased slightly to $145.6 million from $144.1 million in the prior quarter, with a constant currency basis net revenue rise to $154.2 million from $151.9 million year-over-year [32][33] - Reported negative gross profit for Q3 was $11.7 million compared to a gross profit of $39.8 million in the year-ago quarter, while adjusted gross profit was $44.3 million, up 11% from last year [32][33] - Net loss was $1.2 million compared to a net loss of $61.6 million in the prior quarter and net income of $52.5 million in the year-ago quarter [34] - Adjusted EBITDA was $14 million, marking the 16th consecutive quarter of adjusted positive EBITDA, a significant increase of almost 40% from Q3 last year [34] Business Line Data and Key Metrics Changes - Gross cannabis revenue comprised $6 million in Canadian medical cannabis revenue, $45.3 million in Canadian adult use revenue, and $9.7 million in international cannabis revenue, offset by $13.6 million of excise taxes [36] - Net cannabis revenue was $47.5 million, representing a 14% decline from the year-ago period, primarily due to a reduction in international cannabis revenue [36][37] - Beverage alcohol segment generated $20.6 million in net revenue, slightly higher than the prior year quarter of $19.6 million, primarily due to the acquisition of Montauk [40] - Wellness segment revenue decreased 18% to $12 million from $14.7 million in Q3 last year, attributed to reduced customer inventory levels [41] Market Data and Key Metrics Changes - In Canada, price compression impacted the company by approximately $28 million year-to-date, negatively affecting EBITDA by approximately $26 million [16] - The company maintained a 1 market share position in Canada, with its adult use recreational brand Good Supply being the 1 brand in Canada, holding 6% of the market [18] - Internationally, the company is focused on solidifying its leadership position in medical cannabis and achieving early mover advantage in new countries as medical legalization continues [20] Company Strategy and Development Direction - The company aims to build a diversified global cannabis lifestyle and consumer packaged goods company, focusing on maximizing revenue growth, profitability, cost management, and cash generation [6][12] - The acquisition of HEXO is seen as a strategic move to strengthen the Canadian platform, enhance market share, and achieve cost synergies [9][10] - The company is committed to optimizing operational efficiencies and driving accountability to remain a low-cost producer in the cannabis business [14][15] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the challenging global cannabis industry, citing delays in U.S. Federal cannabis legalization and ongoing price compression in Canada as significant headwinds [5][6] - The company believes that the current market conditions do not fully reflect the value of the opportunities created within its diversified business [6] - Management expressed confidence in achieving positive free cash flow and reiterated guidance for fiscal 2023, despite current challenges [35][42] Other Important Information - The company reported a noncash $1.1 billion impairment charge due to higher interest rates and a decline in market cap, which does not affect its long-term growth outlook [27][29] - The HEXO acquisition is expected to close in June 2023, with a purchase price of approximately $56 million payable through the issuance of common stock [11] Q&A Session Summary Question: Why is the HEXO deal happening now? - Management indicated that the Canadian market needs consolidation due to price compression and a fragmented market with over 1,000 licensed producers, making the acquisition timely for growth and cost savings [44][46] Question: Is the HEXO acquisition more top-line or cost-cutting motivated? - Management stated that the acquisition is driven by both top-line growth opportunities and significant cost savings, with expectations of $25 million to $30 million in annual savings [45][46] Question: How does the company view the MedMen-Superhero venture? - Management remains bullish on MedMen, emphasizing its strong brand recognition and potential for growth upon legalization [53] Question: How will the company handle SKU overlap post-HEXO acquisition? - Management acknowledged the need for simplification of the SKU count and emphasized the complementary strengths of HEXO's and Tilray's product offerings [56]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38594 TILRAY BRANDS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 82-4310622 (State or other jurisdict ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38594 TILRAY BRANDS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 82-4310622 (State or other jurisdict ...

Tilray Brands, Inc. (NASDAQ:TLRY) Q2 2023 Results Conference Call January 9, 2023 8:30 AM ET Company Participants Berrin Noorata - Chief Corporate Affairs Officer Irwin Simon - Chairman and Chief Executive Officer Carl Merton - Chief Financial Officer Denise Faltischek - Chief Strategy Officer and Head, International Blair MacNeil - President, Tilray Canada Ty Gilmore - President, U.S. Beer Business Conference Call Participants Victor Ma - Cowen & Company Nadine Sarwat - Bernstein Andrew Carter - Stifel Aar ...

Table of Contents Commission File Number: 001-38594 TILRAY BRANDS, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to (Exact Name of Registrant as Specified in its Charter) Delaware 82-4310622 (State or ...

Financial Data and Key Metrics Changes - Net revenue in Q1 was $153.2 million, a 9% decline compared to the prior year quarter of $168 million, largely due to brand and SKU rationalization and foreign currency rates [61] - Reported gross profit was $48.6 million in Q1, a 5% decrease from $51 million in the prior year quarter, while adjusted gross margin increased 200 basis points to 32% from 30% [63] - Net loss was $65.8 million in Q1 compared to a net loss of $34.6 million in the prior year quarter, but adjusted EBITDA was $13.5 million, up 7% from the prior year quarter [64] Business Line Data and Key Metrics Changes - Revenue in the cannabis segment was $58.6 million, with Canadian adult-use revenue impacted by price compression and operational challenges, but increased 10% from the preceding quarter [68][69] - International cannabis revenue increased 2% to $10.4 million, but would have increased 16% on a constant currency basis [71] - Beverage alcohol segment generated $20.7 million in net revenue, a 34% increase from the prior year quarter, primarily due to the acquisition of Breckenridge [76] Market Data and Key Metrics Changes - In Canada, the company grew its market share position nationally by 8 basis points to 8.5% for the quarter, leading competitors HEXO and Organigram [47] - In Germany, the company holds approximately a 20% market share across flower, extracts, and Dronabinol products, with revenue up 22% versus the prior year period [36][37] - The European market for cannabis is estimated to be worth as much as $37 billion by 2027, with significant momentum towards adult-use legalization [18] Company Strategy and Development Direction - The company is focused on optimizing global operations and has targeted over $100 million in cash cost savings, with $95 million already realized [11][12] - The strategic alliance with HEXO is expected to deliver $40 million, including $31 million in revenue and $9 million in interest over the fiscal year [15] - The company aims to leverage its strong balance sheet and operational efficiencies to capture market share across the global cannabis industry [15][84] Management's Comments on Operating Environment and Future Outlook - Management noted that the current macro environment is challenging, but the company is well-positioned to capitalize on growth opportunities in Canada, Europe, and the U.S. [8][20] - The company anticipates delivering significant growth in adjusted EBITDA to between $70 million and $80 million in fiscal 2023, representing up to 67% growth compared to fiscal 2022 [16][84] - Management expressed optimism about the potential for adult-use legalization in Germany and the broader European market, which could significantly enhance growth prospects [19][38] Other Important Information - The company has approximately $500 million in cash and $638 million in working capital, with over 70% of its debt set at fixed interest rates [15] - The company is launching new products in its wellness segment, including culinary oils and plant-based protein blends, and has signed a distribution agreement for its CBD beverage portfolio [30][29] Q&A Session All Questions and Answers Question: U.S. regulatory landscape and opportunities - Management acknowledged the Biden administration's recent actions as a positive sign for the cannabis industry and emphasized the company's strong cash position and growth opportunities in Canada and internationally [90][92] Question: Down-trading in alcohol assets and pricing backdrop - Management reported no signs of down-trading in their alcohol assets and noted good consumption within the beer business, while also preparing for potential shifts in consumer behavior [96][97] Question: Recreational legalization in Germany - Management expressed confidence in the legalization of cannabis in Germany, highlighting the company's investments in facilities that can quickly adapt to the adult-use market [106][110]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended May 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38594 TILRAY BRANDS, INC. (Exact name of Registrant as specified in its Charter) (State or other jurisdiction of incorporation or organiza ...

Tilray Brands, Inc. (NASDAQ:TLRY) Q4 2022 Earnings Conference Call July 28, 2022 8:30 AM ET Company Participants Berrin Noorata - Chief Corporate Affairs Officer Irwin Simon - Chairman & Chief Executive Officer Denise Faltischek - Chief Strategy Officer & Head-International Business Blair MacNeil - President-Canada Carl Merton - Chief Financial Officer Conference Call Participants Victor Ma - Cowen & Co. Andrew Carter - Stifel Aaron Grey - Alliance Global Partners Tamy Chen - BMO Capital Markets John Zampar ...